Sun Communities (SUI) installs interim CFO Castro-Caratini with bonuses and $3M separation for predecessor

Rhea-AI Filing Summary

Sun Communities, Inc. reported a leadership change in its finance team. On February 4, 2026, the company appointed Fernando Castro‑Caratini as interim Chief Financial Officer, Executive Vice President, Secretary and Treasurer, effective immediately, while it conducts a broad search for a permanent CFO.

Castro‑Caratini previously served as Sun Communities’ CFO for about four years and has extensive finance and capital markets experience, including with Citigroup. Under a Transition Services Agreement effective February 4, 2026, he will serve through February 28, 2027, with salary of $45,833 per month, eligibility for a 2026 performance bonus of up to $1,100,000, and a $1,000,000 tenure bonus if he remains CFO through February 28, 2027.

On the same date, Mark E. Patten departed from his role as Chief Financial Officer, Executive Vice President, Secretary and Treasurer. His departure is described as a mutual decision and not due to any disagreements over financial policies, accounting, or financial statements. In connection with his separation, the company agreed to pay him $3,000,000 in separation payments.

Insights

Corporate governance and compensation analyst

Sun Communities discloses a CFO transition with defined interim terms and separation payments.

The company appointed Fernando Castro‑Caratini as interim CFO, Executive Vice President, Secretary and Treasurer effective February 4, 2026, while initiating a broad search for a permanent CFO. He previously held the same roles for about four years, which may support continuity in financial oversight.

The Transition Services Agreement runs through February 28, 2027 and provides monthly salary of $45,833, a potential 2026 performance bonus of up to $1,100,000, and a $1,000,000 tenure bonus if he serves as CFO until that date. Incentive compensation is subject to the company’s clawback policy, which aligns with current governance standards.

Former CFO Mark E. Patten’s departure is described as mutual and not related to financial policies, accounting practices, or financial statements. He will receive separation payments of $3,000,000. Future company disclosures may elaborate on the progress of the permanent CFO search and any changes to the finance organization.

false000091259300009125932026-02-042026-02-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report: February 4, 2026

(Date of earliest event reported)

SUN COMMUNITIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

1-12616

38-2730780

(State of Incorporation)

Commission file number

(I.R.S. Employer Identification No.)

27777 Franklin Rd.

Suite 300,

Southfield,

Michigan

48034

(Address of Principal Executive Offices)

(Zip Code)

(248) 208-2500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

SUI

New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Fernando Castro-Caratini as Chief Financial Officer on an interim basis

On February 4, 2026, the Company appointed Fernando Castro-Caratini to serve as Chief Financial Officer, Executive Vice President, Secretary and Treasurer of the Company on an interim basis, effective immediately (the “Effective Date”). Mr. Castro-Caratini will serve as Chief Financial Officer, Executive Vice President, Secretary and Treasurer of the Company until a permanent Chief Financial Officer is appointed. The Company has initiated a broad, comprehensive search to identify a permanent Chief Financial Officer.

Until his appointment, Mr. Castro-Caratini, age 42, was serving as a senior advisor to the Company. Prior to that Mr. Castro-Caratini served as Chief Financial Officer, Executive Vice President, Secretary and Treasurer of the Company for approximately four years. From November 2016 to May 2022, Mr. Castro-Caratini was the Company’s Senior Vice President, Finance & Capital Markets and before joining the Company, Mr. Castro-Caratini was with Citigroup in the Real Estate & Lodging Investment Banking group where he executed on a broad range of strategic and capital markets transactions for real estate and lodging clients. He received a B.A. from Washington University in Saint Louis, and an MBA from New York University’s Stern School of Business.

In connection with his appointment, on February 10, 2026, the Company and Mr. Castro-Caratini entered into an Amended and Restated Transition Services Agreement, which is effective as of the Effective Date (the “Transition Services Agreement”). Under the Transition Services Agreement, (i) Mr. Castro-Caratini will continue to provide services to the Company as Chief Financial Officer, Executive Vice President, Secretary and Treasurer of the Company from the Effective Date until February 28, 2027, or the earlier termination of the Transition Services Agreement (the “Transition Period”); (ii) during the Transition Period, the Company will pay Mr. Castro-Caratini a salary of $45,833 per month and continue to provide him with employee benefits; (iii) Mr. Castro-Caratini will be eligible to receive a cash bonus of up to $1,100,000 for his performance during 2026, as determined by the Compensation Committee of the Board; (iv) Mr. Castro-Caratini will be eligible to receive an additional cash bonus of $1,000,000 (the "Tenure Bonus") if he serves as Chief Financial Officer until February 28, 2027; and (v) in the event of termination of the Transition Services Agreement, Mr. Castro-Caratini may be entitled to varying severance benefits depending on the circumstances of such termination, including the reason for and timing thereof. These benefits may include continued salary payments for a period after the Transition Period, and eligibility to receive all or a portion of each of his 2026 performance bonus and the Tenure Bonus. Incentive compensation paid or payable to Mr. Castro-Caratini may be subject to the Company’s Executive Compensation Recovery (Clawback) Policy in accordance with its terms.

Mr. Castro-Caratini does not have any family relationships with any of the Company’s directors or executive officers and is not a party to any transactions listed in Item 404(a) of Regulation S-K. Further, no arrangement or understanding exists between Mr. Castro-Caratini or any other person pursuant to which Mr. Castro-Caratini was selected as Chief Financial Officer, Executive Vice President, Secretary and Treasurer on an interim basis.

The preceding description of the Transition Services Agreement is qualified in its entirety by reference to the full text of the Transition Services Agreement which is filed as Exhibit 10.1, and the terms of which are incorporated by reference herein, to this Form 8-K.

Departure of Mark E. Patten as Chief Financial Officer

On February 4, 2026, Mark E. Patten departed from his role as Chief Financial Officer, Executive Vice President, Secretary and Treasurer of the Company. Mr. Patten’s departure was a mutual decision and is not the result of any disagreements related to the Company’s financial policies, including any accounting principles and practices, or related to any financial statements or disclosures. In connection with his separation, the Company has agreed to pay Mr. Patten separation payments in the amount of $3,000,000.

Item 9.01 Financial Statements and Exhibits

(d)        Exhibits.

Exhibit No. Description

10.1*#    Amended and Restated Transition Services Agreement dated effective February 4, 2026 among Sun Communities, Inc., Sun Communities Operating Limited Partnership and Fernando Castro-Caratini

104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Management contract or compensatory plan or arrangement

# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K because such schedules and exhibits do not contain information which is material to an investment decision or which is not otherwise disclosed in the filed agreements. The Company will furnish the omitted schedules and exhibits to the SEC upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

						SUN COMMUNITIES, INC.
Dated: February 10, 2026						By:			/s/ Fernando Castro-Caratini
									Fernando Castro-Caratini, Chief Financial Officer, Executive Vice President, Secretary and Treasurer

FAQ

What leadership change did Sun Communities (SUI) announce in this 8-K?

Sun Communities appointed Fernando Castro‑Caratini as interim Chief Financial Officer, Executive Vice President, Secretary and Treasurer effective February 4, 2026. He will serve in these roles while the company conducts a comprehensive search to identify and appoint a permanent Chief Financial Officer.

What are the key compensation terms for Sun Communities’ interim CFO Fernando Castro-Caratini?

Under a Transition Services Agreement effective February 4, 2026, Fernando Castro‑Caratini will receive salary of $45,833 per month, be eligible for a 2026 cash bonus of up to $1,100,000, and may earn an additional $1,000,000 tenure bonus if he serves as CFO until February 28, 2027.

How long will Fernando Castro-Caratini serve as interim CFO of Sun Communities (SUI)?

Fernando Castro‑Caratini is expected to serve as Chief Financial Officer, Executive Vice President, Secretary and Treasurer from February 4, 2026 through February 28, 2027, or earlier if the Transition Services Agreement ends, while Sun Communities carries out a broad search for a permanent Chief Financial Officer.

Why did former CFO Mark E. Patten leave Sun Communities, and what payments will he receive?

Mark E. Patten’s departure as Chief Financial Officer, Executive Vice President, Secretary and Treasurer on February 4, 2026 is described as a mutual decision. The company states it is not due to disagreements over financial policies or statements and agreed to pay him $3,000,000 in separation payments.

Does Sun Communities indicate any financial reporting concerns related to the CFO transition?

The company explicitly states that Mark E. Patten’s departure as Chief Financial Officer is not the result of any disagreements regarding financial policies, accounting principles and practices, or any financial statements or disclosures. This disclosure aims to address potential concerns about financial reporting integrity.

Is Fernando Castro-Caratini’s incentive pay at Sun Communities subject to clawback provisions?

Yes. The filing notes that incentive compensation paid or payable to Fernando Castro‑Caratini, including his performance and tenure bonuses, may be subject to Sun Communities’ Executive Compensation Recovery (Clawback) Policy, which can require repayment under specified circumstances consistent with that policy’s terms.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 93.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.9 KB